There are set out
below the terms of the Contract of Employment between BG Energy Holdings
Limited, whose registered offices are at Thames Valley Park Drive, Reading,
RG6 1PT (the Company) and you.
For the purposes of this Contract (the Contract)

(a)

associated company has
the meaning set out in section 435 of the Insolvency Act 1986.

(b)

Board means
the Board of Directors of the company or any sub-committee thereof.

(c)

subsidiary has
the meaning given in Section 736 of the Companies Act 1985.

1.

Job

You
will be employed by the Company as General Counsel.

2.

Term
of Employment

2.1

The
commencement of this Contract and your appointment as General Counsel is
effective from 1 September 2005.

2.2

Your
continuous employment began on 22 February 1999, and,
subject to Clause 7 and Clause 2.3 of this Contract, will continue until
terminated by either party giving to the other not less than twelve months notice
in writing (the Notice Period) expiring on any date.

2.3

If
there is a change of control (as hereinafter defined) and this
Contract is terminated by the Company within twelve months of the change
of control taking effect (including a termination as a result of
a constructive dismissal but excluding a termination in accordance with
Clause 7 of this Contract) the Company shall, as liquidated damages, pay
to you within one month of termination, an amount equal to one years
annual gross salary at the rate current on the date of termination and
credit you with one years additional pensionable service (together,
the Damages). For this purpose this Contract is terminated
when notice is given, or if no notice is given, the date the Contract ends.

2.4

Any
payments made under Clause 2.3 above shall be made less any deductions
which the Company may be required by law to make including, without limitation,
in respect of tax and other statutory deductions and are conditional on
you agreeing to be bound by the restrictive covenants at Clause 6.4, and
shall be accepted by you in full and final settlement of all claims which
you have or may have against the Company or any subsidiary or associated
company arising out of

the termination
of this Contract and your employment, save for any personal injury claim,
any accrued rights that you have in the Company Pension Scheme or employment
protection statutory claim. It is agreed, that in either case, the Damages
are agreed to be a genuine pre-estimate of your loss and shall not be
reduced by reason of the doctrines of mitigation and accelerated receipt.

2.5

Your
work location will be wherever required in the United Kingdom, but based
initially at the Companys offices in Reading. You may be required
to travel and work outside the United Kingdom from time to time but unless
otherwise agreed with the Company you will not be required to live outside
the United Kingdom.

2.6

The
Company shall be under no obligation to provide you with work during
any Notice Period either given by the Company or by you to terminate
your employment under this Contract. The Company may during any Notice
Period suspend you from your employment or exclude you from any premises
of the Company provided always that such suspension will be no longer
than six months. During any such period of suspension the Company may
make a payment in lieu of notice, less tax and other statutory deductions.

2.7

During
any period of suspension you may not, without the Companys consent:

(i)

contact or have
any communication with any customer or client of the Company or any subsidiary
or associated company in relation to the business of the Company or any
subsidiary or associated company; or

(ii)

contact or have
any communication with any employee, officer, director, agent or consultant
of the Company or any subsidiary or associated company in relation to
the business of the Company or any subsidiary or associated company.

For the avoidance
of doubt it is agreed that the provisions of Clause 3.3 shall apply during
any period of suspension.

2.8

For
the purposes of this Contract, a change of control shall
occur if

2.8.1

the
Company becomes a subsidiary of another company;

2.8.2

50%
or more of the voting rights for the time being of the Company become
vested in any individual or body or group of individuals or bodies acting
in concert (as defined in the City Code on Take-Overs and Mergers);

2.8.3

the
right to appoint or remove the majority of the Board becomes vested in
any individual or body or group of individuals or bodies acting in concert
(as defined in the City Code on Take-Overs and Mergers);

2.8.4

all
or substantially all of the business, assets and undertakings of the
Company becomes owned by any person, firm or company (other than a subsidiary
or associated company);

the whole
of the issued share capital of the Company or a substantial part of the
undertaking of the Company (including its subsidiaries) is transferred
to another company unless that transferee company is a subsidiary of
the Company, or a company ultimately owned by substantially the same
shareholders as are the ultimate owners
of the Company: but change of control does not occur notwithstanding
any of sub-clauses 2.8.1 to 2.8.5 above if (and, only if) through a process of
reconstruction the Company becomes a subsidiary of another company owned by substantially
the same shareholders, as are the shareholders of the Company.

3.

Main
Duties and Outside Interests

3.1

During
your employment, you will well and faithfully serve the Company and use
all your abilities to promote its interests. You will perform such duties
consistent with your job for the time being hereunder as provided in
Clause 1 above and reasonably within your skill and competence as may
from time to time be reasonably assigned to you by the Company or the
Board, or by some person (whether the Chairman or any other director)
on behalf of the Board. You will comply with the Companys Compliance
Code and the Companys Statement of Business Principles and all
other rules and regulations issues by
the Company.

3.2

You
will devote the whole of your time, attention and abilities during normal
business hours and at such other times as the Company or your duties
may reasonably require, to the business and affairs of the Company, its
subsidiaries and associated companies, unless prevented by ill health
from so doing.

3.3

You
will not during this employment directly or indirectly enter into or
be concerned or interested in any other business except with the prior
consent of the Company. Nevertheless, you may be or become a holder for
investment of not more than five per cent of any class of securities
listed on any recognised Stock Exchange. You will be required, on request,
to provide the Company with details of such holdings.

3.4

The
foregoing is not intended to prohibit your involvement in the activities
of relevant professional bodies; the taking of office in such a body
shall, however, require the prior consent of the Board.

4.

Pay
and Benefits

4.1

With
effect from your start dateyou
will be paid salary at the rate of £215,000 per annum within
grade BG2, payable in arrears on or about the 15th of each month (or,
at the discretion of the Board, earlier). This salary will, unless
otherwise agreed in writing with the Company, be inclusive of all fees
and other remuneration to which you may be or become entitled as a
director of the Company or of any of its subsidiaries or associated
companies for the time being.

4.2

This
salary will be reviewed on 1 April 2006 and thereafter on 1 April each
year. Nothing in this Contract will prevent the Company, where it thinks
fit, from resolving to pay any temporary additional remuneration or bonus
or from providing

some
other benefit to you on the basis that it will not constitute an increase
in salary rate for the purpose of this Contract.

4.3

At
the discretion of the Company, you may be invited to participate in
the Companys Long Term Incentive Scheme and any other incentive
schemes that the Company may establish (for example Company Share Option
Scheme or Annual Incentive Scheme). Subject to meeting the Companys
eligibility criteria you will be able to participate in the Companys
Sharesave Scheme. Also you will have the opportunity of participating
in the Companys
Financial Counselling Scheme. The Company
may amend, suspend or terminate these schemes or any parts thereof, at any time.
Membership of such schemes is subject to and in accordance with the rules of
the relevant scheme.

4.4

You
will be entitled to become a member of the Company Pension Scheme. A
contracting out certificate is in force in respect of your employment.
You will also be entitled to become a member of the Company Supplementary
Pension Scheme, which provides you with pension benefits beyond those
earned through your membership of the Company Pension Scheme. Membership
of such schemes is subject to and in accordance with the rules of the
relevant scheme.

4.5

You
can participate in the Company Car Scheme which gives you the choice
of a company car or a cash in lieu allowance.

4.6

You
will be covered by arrangements provided by the Company on terms agreed
by the Company, covering accident and life insurance, private medical
insurance and long-term disability.

4.7

You
will be entitled, in addition to Public and Bank Holidays, to twenty-eight
days holiday in every year at times agreed with the Company.

4.8

If
you are absent from work as a result of sickness or injury you shall
be entitled to sick pay in accordance with the rules of the prevailing
Company sick pay scheme. You
will, at the request and expense of the Company, undergo, from time to time,
a medical examination. The medical adviser may, at his/her sole discretion,
disclose the result of the examination to the Company.

4.9

The
Company will reimburse you with the amount of all reasonable hotel, travelling
and other expenses properly and necessarily incurred in the performance
of your duties. You will make evidence of such expenditure available
to the Company as it may from time to time require.

4.10

The
Company reserves the right to recover from your salary payments any overpayment
of remuneration or other payments, made by mistake or through misrepresentation
or for any other reason subject always to the Company giving you fourteen
days notice in writing before a deduction is made. Upon termination of
your employment the Company may deduct from your final salary payment,
or any other termination payments due, an amount equal to any sums you
owe to the Company.

Subject
to the provisions of the Patents Act 1977, any invention, process, improvement,
development, design or other work in which copyright or design right
may subsist, which may be made, originated or developed by you in the
course of or arising out of your employment (whether or not during normal
working hours and whether or not made, originated or developed before
or after the Effective Date) will be the absolute property of the Company.
You will take all appropriate steps (whether during the continuance of
your employment or afterwards) to ensure that the Company obtains the
maximum benefit from such invention, process, improvement, development,
design or other work by prompt application for letters patent or other
appropriate protection in any part of the world and/or assign to the
Company all copyright design right or other proprietary right.

6

Your
Other Obligations during and after the Employment

6.1

You
will not, either during your employment or thereafter (otherwise than
in the performance of your duties or unless required by a court of competent
jurisdiction), use or divulge to any person, firm or company any trade
secrets, confidential or sensitive information or information in respect
of which the Company or any subsidiary or associated company is bound
by an obligation of confidence to a third party, acquired by you in the
course of or for the purposes of your employment without the written
consent of the Company. This restriction will not apply to information,
which becomes public other than through unauthorised disclosure by you.
You will use all reasonable endeavours to prevent the disclosure or publication
of any confidential or sensitive information concerning the business
of the Company or any subsidiary or associated company or third party.

6.2

In
this Contract, confidential information shall include, without limitation,
details of any computer software programs or systems documentation relating
to the Companys operation specifically incorporating access to
those systems, programs or data within them.

6.3

You
will not make, use, permit to be used or copy, or retain, any records
relating to the business of the Company or any subsidiary or associated
company, otherwise than for the benefit of the Company and in any event
upon termination of this employment you will deliver up to the company
forthwith all such records including documents, computer disks, tapes
and other tangible items and all property of the Company, or any subsidiary
or associated company, which may be in your possession or under your
control. Title to and copyright in all such records will be that of the
Company or the relevant subsidiary or associated company, as the case
may be, throughout.

6.4

For
six months after the termination of this employment you will not, without
the prior consent of the Company in writing:

6.4.1

solicit
in competition with the Company or any subsidiary or associated company
for whom you performed services, the custom of any person, firm or company
who at any time during the last twenty four months of your employment
with the Company was a customer of, or supplier or, or in the habit of
dealing with, the

Company
or, as the case may be, any such subsidiary or associated company and
with whom you shall have been personally concerned or have personal knowledge
at anytime during the last twenty four months of your employment.

6.4.2

invite
or encourage any employee of BG Group as at the date you leave employment
to leave his or her employment with us.

6.5

You
will use all reasonable endeavours to ensure that the Company, and any
subsidiary or associated companies, comply with all legal requirements
applying to them whether under the general law, statute or other regulations.

6.6

You
will not, during the continuance of your employment (and will ensure,
so far as you are able, that your partner or person connected with you
and any dependent children will not) deal or become or cease to be interested
(within the meaning of the Companies Act 1985) in any securities of the
Company, or any subsidiary or associated company, except in accordance
with any relevant statutory provision, or the rules of the Stock Exchange
and the Companys Share Dealing Code for the time being concerning
such transactions

6.7

Nothing
in this Clause 6 is intended to exclude, restrict or limit in any way
any right you may have to make a protected disclosure under the Public
Interest Disclosure Act 1998.

7.

Termination
Provisions

7.1

If
you commit any gross misconduct or any serious breach or non-observance
of any of the provisions of this Contract, or if you commit any act of
bankruptcy (or take advantage of any statute offering relief for insolvent
debtors), then the Company will be entitled by written notice to terminate
your employment with immediate effect (without any obligation to give
notice pursuant to Clause 2 or to make a payment in lieu of notice).

7.2

Subject
to your rights under the Disability Discrimination Act 1995, if you become
ill or are unable properly to perform your duties by reason of ill-health,
accident or otherwise for a period of at least nine months, or for periods
aggregating at least two hundred working days in any period of twelve
consecutive months, the Company may within three months after such period
terminate your employment by not less than three months notice
in writing provided always that the Company will not be entitled to terminate
your employment if such termination would disentitle you to benefits
under the Companys long-term disability scheme.

7.3

Each
party has the right to terminate your employment at or after your sixty-fifth
birthday by not less than three months notice in writing.

7.4

You
must resign from any office held in the Company or any subsidiary or
associated company if you are asked to do so by the Company. If you do
not resign as an officer of the Company or any subsidiary or associated
company having been requested to do so, the Company will be appointed
as your attorney to effect your resignation. By entering into this Contract
you irrevocably appoint the Company as your attorney to act on your behalf
to execute any document or do anything in your

name
necessary to effect your resignation. If there is any doubt as to whether
such a document (or other thing) has been carried out within the authority
conferred by this Clause, a certificate in writing (signed by any director
or the secretary of the Company) will be sufficient to prove that the
act or thing falls within that authority.

7.5

At
any time during your employment (at the request of the Company) or when
your employment terminates, you will immediately return to the Company:

7.5.1

all documents
and other materials (whether originals or copies) made or compiled by,
or delivered to you during your employment and concerning the Company
or any subsidiary or associated company. You will not retain any copies
of any materials or other information; and

7.5.2

all other
property belonging or relating to the Company or any subsidiary or associated
company which is in your possession or under your control.

8.

Data
Protection Act 1998

For
the purpose of the Data Protection Act 1998 you give your consent to
the holding and processing of personal data provided by you to the Company
for all purposes relating to the performance of this Contract including,
but not limited to;

providing
references and information to future employers, and if necessary, governmental
and quasi-governmental bodies, the Inland Revenue and Contributions Agency,
for social security and other purposes;

•

providing
information to future purchasers of the Company or of the business in
which you work; and

•

transferring
information concerning you to a country or territory outside the European
Economic Area.

Notice
under this Contract will be deemed to be given if sent by either party
by registered post addressed to the other party at the last known address,
and will be deemed to be given on the day when it would ordinarily be
delivered after such posting.

9.2

From
the 1 September 2005 all other agreements between you and the Company
or any subsidiary or associated company will be cancelled.

9.3

There
are no fixed disciplinary rules applicable to your employment. In the
event that you are dissatisfied with any disciplinary action taken
against you, or have any grievance relating to your employment, you
should refer the matter, in the first instance, to the Executive Vice
President, Human Resources, who will either propose a solution or refer
the matter to the Chief Executive Officer. The Company may suspend
you from your employment on full salary at any time for a reasonable
period (which shall in any event be no more than thirty days) to investigate
any matter in which you are implicated or involved (whether directly
or indirectly). The
decision of the Chief Executive Officer shall be final.

9.4

Except
as stated in this Contract, there are no other terms and conditions
of employment relating to hours and of work, holiday entitlement and
pay, sick pay and pension.

9.5

This
Contract is governed by and will be interpreted in accordance with
the laws of England and Wales. Each of the parties submits to the exclusive
jurisdiction of the English
courts as regards any claim or matter arising under this Contract.